Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, as soon as practicable following the acceptance for payment of, and payment for, shares by Purchaser in the Offer, prepare and file with the SEC a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of Parent to such mailing, which consent shall not be unreasonably withheld.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company is required under Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the DGCL in order to consummate the MergerSEC will not comment thereon, the Company shall, at Parent’s request, as soon as practicable following the acceptance for payment of, and payment for, shares by Purchaser in the Offer, prepare and shall file with the SEC a definitive proxy materials (such proxy materials as amended or information statement (supplemented are referred to herein as the “"Proxy Statement”") which comply in accordance form with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staffrequirements. The Company shall and Parent will notify Parent each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information, information and shall will supply Parent each other with copies of all correspondence between the Company such party or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior , on the other hand, with respect to the Company Stockholders Meeting there shall occur Proxy Statement or other filing. Whenever any event occurs that should is required to be set forth in an amendment or supplement to the Proxy StatementStatement or any other filing, the Company shall promptly prepare inform Parent of such occurrence and mail to its stockholders and file cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall not mail any provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendment amendments or supplement supplements thereto, and to cause its counsel and auditors to cooperate with the Company’s other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders unless it has first obtained at the consent of Parent to such mailing, which consent shall not be unreasonably withheldearliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. If the adoption of this Agreement by the stockholders of the The Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, shall prepare as soon as practicable following the acceptance for payment ofpracticable, and payment for, shares by Purchaser in the Offer, prepare and file with the SEC within ten (10) Business Days of the date hereof, a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staffstaff and clearance of the Proxy Statement by the SEC. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff, or any other government officials officials, on the other hand hand, with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent to such mailing, which consent shall be accepted so long as they are reasonable and not be unreasonably withheldin violation of applicable Law.

Preparation of Proxy Statement. If the adoption approval of this Agreement ------------------------------ by the stockholders of the Company is required under the DGCL GBCC in order to consummate the Merger, the Company shall, at the Parent’s 's request, as soon as practicable following the acceptance for payment of, and payment for, shares by Purchaser the Merger Sub in the Offer, prepare and file with the SEC a proxy or information statement (the “"Proxy Statement”") in accordance with the Exchange Act and any other applicable Lawslaws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s 's stockholders unless it has first obtained the consent of the Parent to such mailing, which consent shall not be unreasonably withheld.

Preparation of Proxy Statement. If the adoption of this Agreement by the stockholders of the The Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, shall prepare as soon as practicable following the acceptance for payment ofpracticable, and payment for, shares by Purchaser in the Offer, prepare and file with the SEC within ten Business Days of the date of this Agreement, a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall not file the Proxy Statement with the SEC prior to obtaining Parent’s approval of the Proxy Statement, which approval shall not be unreasonably withheld. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of Parent to such mailing, which consent shall not be unreasonably withheld.

Preparation of Proxy Statement. If the adoption approval of this Agreement by the stockholders of the Company is required under the DGCL GBCC in order to consummate the Merger, -45- 52 the Company shall, at the Parent’s 's request, as soon as practicable following the acceptance for payment of, and payment for, shares by Purchaser the Merger Sub in the Offer, prepare and file with the SEC a proxy or information statement (the “"Proxy Statement”") in accordance with the Exchange Act and any other applicable Lawslaws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s 's stockholders unless it has first obtained the consent of the Parent to such mailing, which consent shall not be unreasonably withheld.